Limoneira CO 10-Q for FY2023 Q1

Limoneira CO (LMNR)

10-Q 2023-03-09 For: 2023-01-31

Added on April 07, 2026

About this 10-Q

Limoneira CO filed this 10-Q on March 9, 2023, covering the quarter ended January 31, 2023 (FY2023 Q1).

Headline figures

Quarter ended January 31, 2023, as reported in this filing, compared with the same period a year earlier where the filing states it.

Revenue: $37.9M; down 3.5% from $39.27M a year earlier
Net income: $15.63M; compared with a net loss of $6.52M a year earlier
Diluted EPS: $0.84; compared with -$0.38 a year earlier

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Delaware			77-0260692
(State or other jurisdiction of incorporation or organization)			(I.R.S. Employer Identification No.)


1141 Cummings Road, Santa Paula, CA			93060
(Address of principal executive offices)			(Zip code)


Title of Each Class	Trading Symbol	Name of Each Exchange of Which Registered
Common Stock, $0.01 par value	LMNR	The NASDAQ Stock Market LLC (NASDAQ Global Select Market)


PART I. FINANCIAL INFORMATION		4

Item 1.	Financial Statements (Unaudited)	4

Consolidated Balance Sheets – January 31, 2023 and October 31, 2022		4

Consolidated Statements of Operations – three months ended January 31, 2023 and 2022		5

Consolidated Statements of Comprehensive Income (Loss) – three months ended January 31, 2023 and 2022		6

Consolidated Statements of Stockholders' Equity and Temporary Equity – three months ended January 31, 2023 and 2022		7

Consolidated Statements of Cash Flows – three months ended January 31, 2023 and 2022		8

Notes to Consolidated Financial Statements		10

Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	24

Item 3.	Quantitative and Qualitative Disclosures about Market Risk	36

Item 4.	Controls and Procedures	36

PART II. OTHER INFORMATION		37

Item 1.	Legal Proceedings	37

Item 1A.	Risk Factors	37

Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	37

Item 3.	Defaults Upon Senior Securities	37

Item 4.	Mine Safety Disclosures	37

Item 5.	Other Information	37

Item 6.	Exhibits	38

SIGNATURES		40


	January 31, 2023		October 31, 2022
Assets
Current assets:
Cash	$	12,464	$	857
Accounts receivable, net	17,703		15,651
Cultural costs	2,901		8,643
Prepaid expenses and other current assets	5,434		8,496
Receivables/other from related parties	3,392		3,888

Total current assets	41,894		37,535
Property, plant and equipment, net	171,682		222,628
Real estate development	9,849		9,706
Equity in investments	73,383		72,855
Goodwill	1,529		1,506
Intangible assets, net	7,424		7,317
Other assets	15,367		16,971
Total assets	$	321,128	$	368,518
Liabilities and Stockholders' Equity
Current liabilities:
Accounts payable	$	9,850	$	10,663
Growers and suppliers payable	4,240		10,740
Accrued liabilities	11,333		11,060
Payables to related parties	5,226		4,860
Income taxes payable	7,619		219
Current portion of long-term debt	448		1,732
Total current liabilities	38,716		39,274
Long-term liabilities:
Long-term debt, less current portion	40,919		104,076
Deferred income taxes	23,523		23,497
Other long-term liabilities	7,101		9,807
Total liabilities	110,259		176,654
Commitments and contingencies	—		—
Series B Convertible Preferred Stock – $100.00 par value (50,000 shares authorized: 14,790 shares issued and outstanding at January 31, 2023 and October 31, 2022) (8.75% coupon rate)	1,479		1,479
Series B-2 Convertible Preferred Stock – $100.00 par value (10,000 shares authorized: 9,300 shares issued and outstanding at January 31, 2023 and October 31, 2022) (4% dividend rate on liquidation value of $1,000 per share)	9,331		9,331
Stockholders' Equity:
Series A Junior Participating Preferred Stock – $0.01 par value (20,000 shares authorized: zero issued or outstanding at January 31, 2023 and October 31, 2022)	—		—
Common Stock – $0.01 par value (39,000,000 shares authorized: 18,081,581 and 17,935,292 shares issued and 17,830,604 and 17,684,315 shares outstanding at January 31, 2023 and October 31, 2022, respectively)	178		177
Additional paid-in capital	166,232		165,169
Retained earnings	29,669		15,500
Accumulated other comprehensive loss	(3,961)		(7,908)
Treasury stock, at cost, 250,977 shares at January 31, 2023 and October 31, 2022	(3,493)		(3,493)
Noncontrolling interest	11,434		11,609
Total stockholders' equity	200,059		181,054
Total liabilities and stockholders' equity	$	321,128	$	368,518


☒			QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934


☐			TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
			FOR THE TRANSITION PERIOD FROM TO


LIMONEIRA COMPANY
(Exact name of registrant as specified in its charter)


	Three Months Ended January 31,
		2023		2022
Net revenues:
Agribusiness		$	36,528	$	38,083
Other operations		1,373		1,191

Total net revenues		37,901		39,274
Costs and expenses:
Agribusiness		41,241		41,244
Other operations		1,238		1,074

Gain on disposal of assets, net		(39,742)		(85)
Selling, general and administrative		9,280		6,599
Total costs and expenses		12,017		48,832
Operating income (loss)		25,884		(9,558)
Other (expense) income:
Interest income		8		21
Interest (expense), net of patronage dividends		(1,172)		215
Equity in earnings of investments, net		253		51


Other (expense) income, net		(2,612)		15
Total other (expense) income		(3,523)		302

Income (loss) before income tax (provision) benefit		22,361		(9,256)
Income tax (provision) benefit		(6,827)		2,650
Net income (loss)		15,534		(6,606)
Net loss attributable to noncontrolling interest		97		88
Net income (loss) attributable to Limoneira Company		15,631		(6,518)
Preferred dividends		(125)		(125)
Net income (loss) applicable to common stock		$	15,506	$	(6,643)

Basic net income (loss) per common share		$	0.87	$	(0.38)

Diluted net income (loss) per common share		$	0.84	$	(0.38)

Weighted-average common shares outstanding-basic		17,573,000		17,448,000
Weighted-average common shares outstanding-diluted		18,378,000		17,448,000


	Stockholders' Equity															Temporary Equity
	Common Stock			Additional Paid-In		Retained		Accumulated Other Comprehensive		Treasury		Non- controlling		Total		Series B Preferred		Series B-2 Preferred
	Shares	Amount		Capital		Earnings		(Loss) Income		Stock		Interest		Equity		Stock		Stock
Balance at October 31, 2022	17,684,315	$	177	$	165,169	$	15,500	$	(7,908)	$	(3,493)	$	11,609	$	181,054	$	1,479	$	9,331
Dividends Common ($0.075 per share)	—	—		—		(1,337)		—		—		—		(1,337)		—		—
Dividends Series B ($2.19 per share)	—	—		—		(32)		—		—		—		(32)		—		—
Dividends Series B-2 ($10 per share)	—	—		—		(93)		—		—		—		(93)		—		—
Stock compensation	146,289	1		1,063		—		—		—		—		1,064		—		—


Noncontrolling interest adjustment	—	—		—		—		—		—		(78)		(78)		—		—
Net income	—	—		—		15,631		—		—		(97)		15,534		—		—
Other comprehensive income, net of tax	—	—		—		—		3,947		—		—		3,947		—		—
Balance at January 31, 2023	17,830,604	$	178	$	166,232	$	29,669	$	(3,961)	$	(3,493)	$	11,434	$	200,059	$	1,479	$	9,331


	Three Months Ended January 31,
	2023						2022
	Pre-tax Amount		Tax Benefit (Expense)		Net Amount		Pre-tax Amount		Tax Expense		Net Amount
Foreign currency translation adjustments	$	2,223	$	—	$	2,223	$	55	$	—	$	55
Minimum pension liability adjustments:
Other comprehensive (loss) income before reclassifications	(355)		135		(220)		99		(27)		72
Amounts reclassified to earnings included in "Other (expense) income, net"	2,700		(756)		1,944		—		—		—
Other comprehensive income	$	4,568	$	(621)	$	3,947	$	154	$	(27)	$	127


	Foreign Currency Translation (Loss) Gain		Defined Benefit Pension Plan		Accumulated Other Comprehensive Loss (Income)
Balance at October 31, 2022	$	(6,184)	$	(1,724)	$	(7,908)
Other comprehensive income	2,223		1,724		3,947
Balance at January 31, 2023	$	(3,961)	$	—	$	(3,961)


	January 31, 2023
Net cash proceeds received	$	85,891
Debt directly repaid through the transaction	12,917
Total net proceeds received	98,808
Less: net book value of assets sold
Cultural costs	4,405
Property, plant and equipment, net	53,144
Intangible assets, net	12
Other assets	1,320
Accrued liabilities	(68)
	58,813
Gain on disposal of assets	$	39,995


	January 31, 2023		October 31, 2022
Prepaid supplies and insurance	$	3,315	$	2,958
Real estate development held for sale	—		2,670
Sales tax receivable	752		475
Lemon supplier advances	1,019		1,188
Other	348		1,205
	$	5,434	$	8,496


	January 31, 2023		October 31, 2022
Limoneira Lewis Community Builders, LLC	$	61,250	$	61,154
LLCB II, LLC	8,297		8,023
Limco Del Mar, Ltd.	2,176		2,024
Rosales	1,155		1,147
Romney Property Partnership	505		507
	$	73,383	$	72,855


FORM 10-Q


	Three Months Ended January 31,
	2023		2022
Supplemental disclosures of cash flow information
Cash paid during the period for interest (net of amounts capitalized)	$	1,006	$	618

Non-cash investing and financing activities:





Capital expenditures accrued but not paid at period-end	$	818	$	25

Accrued contribution obligation of investment in water company	$	—	$	450


	January 31, 2023							October 31, 2022
	Gross Carrying Amount		Accumulated Amortization		Net Carrying Amount		Weighted Average Useful Life in Years	Gross Carrying Amount		Accumulated Amortization		Net Carrying Amount		Weighted Average Useful Life in Years
Trade names and trademarks	$	2,108	(951)		1,157		8	$	2,108	$	(881)	$	1,227	8
Customer relationships	4,037		(1,772)		2,265		9	4,037		(1,660)		2,377		9
Non-competition agreement	437		(91)		346		8	437		(76)		361		8
Acquired water and mineral rights	3,656		—		3,656		Indefinite	3,352		—		3,352		Indefinite
	$	10,238	$	(2,814)	$	7,424		$	9,934	$	(2,617)	$	7,317


2023 (excluding the three months ended January 31, 2023)	$	532
2024	711
2025	711
2026	711
2027	427
Thereafter	676
	$	3,768


	Goodwill Carrying Amount
Balance at October 31, 2022	$	1,506

Foreign currency translation adjustment	23
Balance at January 31, 2023	$	1,529


	January 31, 2023		October 31, 2022
Compensation	$	3,609	$	3,572
Property taxes	361		664

Operating expenses	3,512		2,341
Leases	2,072		2,026
Other	1,779		2,457

	$	11,333	$	11,060


	January 31, 2023		October 31, 2022
AgWest Farm Credit revolving and non-revolving lines of credit: the interest rate of the revolving line of credit is variable based on the one-month Secured Overnight Financing Rate ("SOFR"), which was 4.33% at January 31, 2023, plus 1.85%. The interest rate for the $40.0 million outstanding balance of the non-revolving line of credit is fixed at 3.57% through July 1, 2025 and variable thereafter. Interest is payable monthly and the principal is due in full on July 1, 2026.	$	40,000	$	88,521

AgWest Farm Credit term loan: The interest rate was fixed at 3.24%. The loan was repaid in January 2023.	—		919
AgWest Farm Credit term loan: The interest rate was fixed at 3.24%. The loan was repaid in January 2023.	—		7,562
AgWest Farm Credit term loan: The interest rate was fixed at 2.77% until July 1, 2025, becoming variable for the remainder of the loan. The loan was repaid in January 2023.	—		5,555
AgWest Farm Credit term loan: The interest rate was fixed at 3.19%. The loan was repaid in January 2023.	—		2,003
Banco de Chile term loan: The interest rate is fixed at 6.48%. The loan is payable in annual installments through January 2025.	656		675
Banco de Chile COVID-19 loans: The interest rates are fixed at 3.48%. The loans are payable in monthly installments through September 2024.	237		233
Banco de Chile COVID-19 loans: The interest rates are fixed at 3.48% and 4.26%. The loans are payable in monthly installments through September 2026.	474		434
Subtotal	41,367		105,902
Less deferred financing costs, net of accumulated amortization	—		94
Total long-term debt, net	41,367		105,808
Less current portion	448		1,732
Long-term debt, less current portion	$	40,919	$	104,076


	January 31, 2023		October 31, 2022
Minimum pension liability	$	—	$	2,272
Loan guarantee	1,080		1,080
Leases	4,703		5,062
Other	1,318		1,393
	$	7,101	$	9,807


	Classification	January 31, 2023		October 31, 2022
Assets
Operating lease ROU assets	Other assets	$	5,926	$	6,190
Finance lease assets	Other assets	1,058		1,091
		$	6,984	$	7,281

Liabilities and Stockholders' Equity
Current operating lease liabilities	Accrued liabilities and payables to related parties	$	1,939	$	1,892
Current finance lease liabilities	Accrued liabilities	268		268
Non-current operating lease liabilities	Other long-term liabilities	4,047		4,347
Non-current finance lease liabilities	Other long-term liabilities	656		715
		$	6,910	$	7,222


		January 31, 2023								October 31, 2022
		Balance Sheet								Balance Sheet
Ref	Related Party	Receivable/Other from Related Parties		Other Assets		Payables to Related Parties		Other Long-Term Liabilities		Receivable/Other from Related Parties		Other Assets		Payables to Related Parties		Other Long-Term Liabilities

2	Mutual water companies	$	—	$	11	$	207	$	—	$	—	$	506	$	133	$	—



5	Cadiz / Fenner / WAM	$	—	$	1,268	$	722	$	1,178	$	—	$	1,288	$	446	$	1,198


8	FGF	$	2,896	$	2,858	$	837	$	—	$	2,965	$	2,652	$	837	$	—
9	LLCB	$	66	$	—	$	3,444	$	—	$	66	$	—	$	3,444	$	—


		Three Months Ended January 31, 2023						Three Months Ended January 31, 2022
		Consolidated Statement of Operations								Consolidated Statement of Operations
Ref	Related Party	Net Revenue Agribusiness		Net Revenue Other Operations		Agribusiness Expense and Other		Dividends Paid			Net Revenue Agribusiness		Net Revenue Other Operations		Agribusiness Expense and Other		Dividends Paid
1	Employees	$	—	$	223	$	—	$	—		$	—	$	211	$	—	$	—
2	Mutual water companies	$	—	$	—	$	372	$	—		$	—	$	—	$	139	$	—
3	Cooperative association	$	—	$	—	$	393	$	—		$	—	$	—	$	365	$	—
4	Calavo	$	—	$	—	$	—	$	—		$	—	$	80	$	2	$	126
5	Cadiz / Fenner / WAM	$	—	$	—	$	1,138	$	—		$	—	$	—	$	717	$	—

7	YMIDD	$	135	$	—	$	—	$	—		$	—	$	—	$	14	$	—
8	FGF	$	83	$	74	$	10	$	—		$	229	$	—	$	59	$	—
12	Principal owner	$	—	$	—	$	—	$	209		$	—	$	—	$	—	$	—


	Fresh Lemons		Lemon Packing		Eliminations		Avocados		Other Agribusiness		Total Agribusiness		Corporate and Other		Total
Revenues from external customers	$	28,481	$	5,648	$	—	$	—	$	2,399	$	36,528	$	1,373	$	37,901
Intersegment revenue	—		7,363		(7,363)		—		—		—		—		—
Total net revenues	28,481		13,011		(7,363)		—		2,399		36,528		1,373		37,901
Costs and expenses (gain)	33,300		11,353		(7,363)		—		1,816		39,106		(29,536)		9,570
Depreciation and amortization	—		—		—		—		—		2,135		312		2,447
Operating income (loss)	$	(4,819)	$	1,658	$	—	$	—	$	583	$	(4,713)	$	30,597	$	25,884


	Agribusiness Revenues for the Three Months Ended January 31,
	2023		2022		Change
Lemons	$	34,129	$	35,568	$	(1,439)	(4)%
Avocados	—		766		(766)		(100)%
Oranges	1,152		873		279		32%
Specialty citrus and other crops	1,247		876		371		42%
Agribusiness revenues	$	36,528	$	38,083	$	(1,555)	(4)%


	Agribusiness Costs and Expenses for the Three Months Ended January 31,
	2023		2022		Change
Packing costs	$	12,339	$	11,280	$	1,059	9%
Harvest costs	4,078		5,246		(1,168)		(22)%
Growing costs	7,671		8,278		(607)		(7)%
Third-party grower and supplier costs	15,018		14,255		763		5%
Depreciation and amortization	2,135		2,185		(50)		(2)%
Agribusiness costs and expenses	$	41,241	$	41,244	$	(3)	—%


	Trailing Twelve Months Ended January 31,
	2023		2022
Net revenues:
Agribusiness	$	177,726	$	162,327
Other operations	5,506		4,699
Total net revenues	183,232		167,026
Costs and expenses:
Agribusiness	160,648		152,798
Other operations	4,602		4,324

(Gain) loss on disposal of assets	(44,157)		24
Selling, general and administrative	24,496		20,130
Total costs and expenses	145,589		177,276
Operating income (loss)	37,643		(10,250)
Other (expense) income:
Interest income	40		357
Interest expense, net of patronage dividends	(3,678)		(1,420)
Equity in earnings of investments, net	1,543		2,888

Other (expense) income, net	(3,582)		111
Total other (expense) income	(5,677)		1,936
Income (loss) before income tax (provision) benefit	31,966		(8,314)
Income tax (provision) benefit	(10,300)		1,729
Net income (loss)	21,666		(6,585)
Loss attributable to noncontrolling interest	247		836
Net income (loss) attributable to Limoneira Company	$	21,913	$	(5,749)


Exhibit Number			Exhibit
3.1			Restated Certificate of Incorporation of Limoneira Company, dated July 5, 1990 (Incorporated by reference to Exhibit 3.1 to the Company’s Registration Statement on Form 10, and amendments thereto, declared effective April 13, 2010 (File No. 000-53885))

3.2			Certificate of Merger of Limoneira Company and The Samuel Edwards Associates into Limoneira Company, dated October 31, 1990 (Incorporated by reference to Exhibit 3.2 to the Company’s Registration Statement on Form 10, and amendments thereto, declared effective April 13, 2010 (File No. 000-53885))

3.3			Certificate of Merger of McKevett Corporation into Limoneira Company dated December 31, 1994 (Incorporated by reference to Exhibit 3.3 to the Company’s Registration Statement on Form 10, and amendments thereto, declared effective April 13, 2010 (File No. 000-53885))

3.4			Agreement of Merger Between Ronald Michaelis Ranches, Inc. and Limoneira Company, dated June 24, 1997 (Incorporated by reference to Exhibit 3.6 to the Company’s Registration Statement on Form 10, and amendments thereto, declared effective April 13, 2010 (File No. 000-53885))

3.5			Certificate of Amendment of Certificate of Incorporation of Limoneira Company, dated April 22, 2003 (Incorporated by reference to Exhibit 3.7 to the Company’s Registration Statement on Form 10, and amendments thereto, declared effective April 13, 2010 (File No. 000-53885))

3.6			Certificate of Amendment of Certificate of Incorporation of Limoneira Company, dated March 24, 2010 (Incorporated by reference to Exhibit 3.9 to the Company’s Registration Statement on Form 10, and amendments thereto, declared effective April 13, 2010 (File No. 000-53885))

3.7			Certificate of Amendment of Certificate of Incorporation of Limoneira Company, dated March 29, 2017 (Incorporated by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K, filed March 31, 2017 (File No. 001-34755))

3.8			Amended and Restated Bylaws of Limoneira Company (Incorporated by reference to Exhibit 3.1 to the Company's Current Report on Form 8-K, filed October 27, 2021 (File No. 001-34755))

4.1			Specimen Certificate representing shares of Common Stock, par value $0.01 per share (Incorporated by reference to Exhibit 4.1 to the Company’s Registration Statement on Form 10, and amendments thereto, declared effective April 13, 2010 (File No. 000-53885))

4.2			Rights Agreement dated December 20, 2006 between Limoneira Company and The Bank of New York, as Rights Agent (Incorporated by reference to Exhibit 4.2 to the Company’s Registration Statement on Form 10, and amendments thereto, declared effective April 13, 2010 (File No. 000-53885))

4.3			Certificate of Designation, Preferences and Rights of $8.75 Voting Preferred Stock, $100.00 Par Value, Series B of Limoneira Company, dated May 21, 1997 (Incorporated by reference to Exhibit 3.4 to the Company’s Registration Statement on Form 10, and amendments thereto, declared effective April 13, 2010 (File No. 000-53885))

4.4			Amended Certificate of Designation, Preferences and Rights of $8.75 Voting Preferred Stock, $100.00 Par Value, Series B of Limoneira Company, dated May 21, 1997 (Incorporated by reference to Exhibit 3.5 to the Company’s Registration Statement on Form 10, and amendments thereto, declared effective April 13, 2010 (File No. 000-53885))

4.5			Certificate of Designation, Preferences and Rights of Series A Junior Participating Preferred Stock, $.01 Par Value, of Limoneira Company, dated November 21, 2006 (Incorporated by reference to Exhibit 3.8 to the Company’s Registration Statement on Form 10, and amendments thereto, declared effective April 13, 2010 (File No. 000-53885))

4.6			Certificate of Designation, Preferences and Rights of 4% Voting Preferred Stock, $100.00 Par Value, Series B-2 of Limoneira Company, dated March 20, 2014 (Incorporated by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K, filed March 24, 2014 (File No. 001-34755))


Exhibit Number			Exhibit
10.1			Single Premium Guaranteed Annuity Contract Purchase Agreement, dated November 4, 2022 (Incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K, filed November 9, 2022)

10.2			Temporary Bulk Payment Agreement, dated November 4, 2022 (Incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K, filed November 9, 2022)

10.3			Purchase and Sale Agreement and Joint Escrow Instructions, dated October 10, 2022, by and between Limoneira Company and PGIM Real Estate Finance, LLC (Incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K, filed January 31, 2023)

10.4			First Amendment to Purchase and Sale Agreement and Joint Escrow Instructions, dated January 17, 2023 (Incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K, filed January 31, 2023)

10.5			Second Amendment to Purchase and Sale Agreement and Joint Escrow Instructions, dated January 24, 2023 (Incorporated by reference to Exhibit 10.3 to the Company’s Current Report on Form 8-K, filed January 31, 2023)

10.6*			Farm Management Agreement, dated January 31, 2023, by and between Capital Agricultural Property Services, Inc. and Limoneira Company.

10.7*			Grower Packing & Marketing Agreement, dated as of January 31, 2023, by and between Limoneira Company and PAI Centurion Citrus, LLC.

31.1*			Certification of the Principal Executive Officer pursuant to Exchange Act Rule 13a-14(a) and 15d-14(a)

31.2*			Certification of the Principal Financial Officer pursuant to Exchange Act Rule 13a-14(a) and 15d-14(a)

32.1*			Certification of the Principal Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

32.2*			Certification of the Principal Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

101.INS*			XBRL Instance Document

101.SCH*			XBRL Taxonomy Extension Schema Document

101.CAL*			XBRL Taxonomy Extension Calculation Linkbase Document

101.DEF*			XBRL Taxonomy Extension Definition Linkbase Document

101.LAB*			XBRL Taxonomy Extension Label Linkbase Document

101.PRE*			XBRL Taxonomy Extension Presentation Linkbase Document

104			The cover page for the Company's Quarterly Report on Form 10-Q for the quarter ended January 31, 2023 has been formatted in Inline XBRL


			*			Filed or furnished herewith,


						In accordance with Item 601(b)(32)(ii) of Regulation S-K and SEC Release Nos. 33-8238 and 34-47986, Final Rule: Management's Report on Internal Control Over Financial Reporting and Certification of Disclosure in Exchange Act Periodic Reports, the certifications furnished in Exhibits 32.1 and 32.2 hereto are deemed to accompany this Quarterly Report on Form 10-Q and will not be deemed “filed” for purposes of Section 18 of the Exchange Act. Such certifications will not be deemed to be incorporated by reference into any filing under the Securities Act or the Exchange Act, except to the extent that the registrant specifically incorporates it by reference.


	LIMONEIRA COMPANY

March 9, 2023	By:	/s/ HAROLD S. EDWARDS
		Harold S. Edwards
		Director, President and Chief Executive Officer
		(Principal Executive Officer)

March 9, 2023	By:	/s/ MARK PALAMOUNTAIN
		Mark Palamountain
		Chief Financial Officer and Treasurer
		(Principal Financial and Accounting Officer)


Summary of Key Terms
Manager			LIMONEIRA COMPANY, a Delaware corporation
CAPS			CAPITAL AGRICULTURAL PROPERTY SERVICES, INC., a Delaware Corporation
Owner			PAI CENTURION CITRUS, LLC, a Delaware limited liability company
Property Name			Centurion Citrus
Property Location			Tulare County, California (the “State”) and is more fully described in Exhibit “A” attached hereto
Acreage			2,699.7 planted acres
Use			Citrus (Lemons, Cara Caras, Blood Oranges, other navel varieties; mandarins, including Satsuma-sumo, minneola, and tangelo; grapefruit and pomelos) & Pistachio Orchards
Effective Date			January 31, 2023
Expiration Date			March 31, 2024 (subject to renewal pursuant to Paragraph 6 or termination pursuant to Paragraphs 7 or 8)
Management Fee			Seven Hundred Seventy-Seven Thousand, Five Hundred Thirteen and 60/100th Dollars ($777,513.60) per year, based on Two Hundred Eighty-Eight Dollars ($288.00) per planted acre per year assuming 2,699.7 planted acres – See Paragraph 5
Organic			No
Leading Harvest			Yes (to be enrolled)
Reporting Requirements			See Paragraph 2
Insurance Requirements			See Paragraph 1(m)


Budget Due Date			August 1st of each year during the Term
Fiscal Year			The twelve month period from April 1st to March 31st of the following calendar year
Residences subject to this Agreement			Yes (4) a.1,625 SF Single Family Residence 4545 Road 256, #5, Ducor, CA 93218 b.3,800 SF Single Family Residence 26000-A Ave 116, Porterville, CA 93257 c.1,267 SF Single Family Residence 1296 E. Teapot Dome, Porterville, CA 93257 d.1,200 SF Single Family Residence 12009 Road 264, Porterville, CA 93257
Other Structures subject to this Agreement			Yes – Office: 2,600 SF, 26000 Ave 116, Porterville, CA 93257



March 9, 2023						/s/ Harold S. Edwards
						Harold S. Edwards,
						Director, President, and Chief Executive Officer
						(Principal Executive Officer)



March 9, 2023						/s/ Mark Palamountain
						Mark Palamountain,
						Chief Financial Officer and Treasurer
						(Principal Financial and Accounting Officer)